Common use of Adjournment of Company Stockholder Meeting Clause in Contracts

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Company Stockholder Meeting: (i) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approvals; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law or receives a request from the SEC or its staff; or (iv) if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is necessary under applicable Law to postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change). Notwithstanding the foregoing, (1) the Company shall not, without the prior written consent of the Purchaser, postpone the Company Stockholder Meeting for more than 20 Business Days in the aggregate, and (2) the Company shall, at the request of the Purchaser, to the extent permitted by applicable Law, adjourn the Company Stockholder Meeting to a date specified by the Purchaser and the Company (taking into account the time necessary to solicit proxies) if a quorum is absent at the Company Stockholder Meeting or if the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Stockholder Approvals.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing will be permitted to postpone or adjourning adjourn the Company Stockholder Meeting: Meeting if (i) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approvals; (ii) if there are holders of an insufficient number shares of shares any class or series of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iiiii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law Law, order or receives a request from the SEC SEC; (iii) to ensure that any supplement or its staff; or (iv) if amendment to the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is necessary under Proxy Statement required by applicable Law to postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent is provided to the Company Stockholders or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change). Notwithstanding the foregoing, (1) the Company shall not, without the prior written consent of the Purchaser, postpone the Company Stockholder Meeting for more than 20 Business Days in the aggregate, and (2) the Company shall, at the request of the Purchaser, to the extent permitted by applicable Law, adjourn the Company Stockholder Meeting to a date specified by the Purchaser and the Company (taking into account the time necessary to solicit proxies) if a quorum is absent at the Company Stockholder Meeting or if the Company has not received proxies representing a sufficient number holders of shares of Company Common Stock with a reasonable amount of time in advance of the Company Stockholder Meeting; (iv) Parent has so consented in writing; or (v) to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder ApprovalsApproval (provided that the Company Stockholder Meeting shall not be postponed or adjourned by more than 10 Business Days pursuant to this clause (v)). If requested by Parent in order to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval, the Company shall postpone or adjourn the meeting for up to 10 Business Days. Without the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed), the Company Stockholder Meeting will not be postponed or adjourned by more than 10 Business Days for each event giving rise to such a postponement or adjournment. In no event will the record date of the Company Stockholder Meeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless required by applicable Law.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this AgreementSection 6.4(a), nothing will prevent the Company from postponing may postpone or adjourning adjourn the Company Stockholder Meeting: , on no more than two occasions without the consent of the Parent, for a period of up to ten (10) Business Days (and shall postpone or adjourn the Company Stockholder Meeting at the request of Parent, on no more than two occasions, for a period of time requested by Parent not to exceed ten (10) Business Days, other than in the event of the following clause (iv)) if (i) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approvals; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; Meeting or to obtain the Requisite Stockholder Approval, (iiiii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law Law, Order or receives a request from the SEC or its staff; or (iviii) if the Company Board (or a committee thereof) Special Committee has determined in good faith (after consultation with outside legal counsel) that it is necessary under required by applicable Law to postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders by filing materials with the SEC or (including iv) with the prior consent of Parent (not to be unreasonably withheld, conditioned or delayed), in connection each case in accordance with any Company Board Recommendation Change)the terms of this Agreement. Notwithstanding the foregoing, (1) Unless this Agreement is validly terminated prior to the Company shall notStockholder Meeting in accordance with Section 8.1, without the prior written consent of Company will submit this Agreement to the Purchaser, postpone Company Stockholders at the Company Stockholder Meeting for more the purpose of obtaining the Requisite Stockholder Approval even if the Company Board, upon the recommendation of the Special Committee, or the Special Committee has effected a Recommendation Change; provided, however, that if the public announcement of a Recommendation Change or the delivery of notice by the Company to Parent pursuant to Section 5.3(f) occurs less than 20 10 Business Days in the aggregate, and (2) prior to the Company shallStockholder Meeting, at this Section 6.4 shall not prohibit the request of the Purchaser, to the extent permitted by applicable Law, adjourn Company from postponing the Company Stockholder Meeting to a date specified by not more than 10 Business Days after the Purchaser and the Company (taking into account the time necessary to solicit proxies) if a quorum is absent at the Company Stockholder Meeting or if the Company has not received proxies representing a sufficient number later of shares of Company Common Stock to obtain the Requisite Stockholder Approvalssuch event.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will shall prevent the Company from postponing or adjourning the Company Stockholder Meeting: (i) to allow additional solicitation of votes in order to obtain the Requisite Stockholder ApprovalsApproval; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law or receives a request from the SEC or its staffstaff to do so; or (iv) if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is necessary required under applicable Law to postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change)Stockholders. Notwithstanding the foregoing, (1A) the Company shall not, without the prior written consent of the Purchaser, postpone the Company Stockholder Meeting for more than 20 Business Days in the aggregate, aggregate and (2B) the Company shall, at the request of the Purchaser, to the extent permitted by applicable Law, adjourn the Company Stockholder Meeting to a date specified jointly by the Purchaser and the Company (acting in good faith and taking into account the time necessary to solicit proxies) if a quorum is absent at the Company Stockholder Meeting or if the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Stockholder ApprovalsApproval (it being understood that Purchaser shall not be able to cause the Company to adjourn the Company Stockholders Meeting to a date that is less than 10 Business Days before the Termination Date).

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing will be permitted to postpone or adjourning adjourn the Company Stockholder Meeting: Meeting if (i) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approvals; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iiiii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law Law, order or receives a request from the SEC SEC; (iii) to ensure that any supplement or its staff; amendment to the Proxy Statement or (iv) if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is necessary under Schedule 13e-3 required by applicable Law to postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent is provided to the Company Stockholders or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change). Notwithstanding the foregoing, (1) the Company shall not, without the prior written consent of the Purchaser, postpone the Company Stockholder Meeting for more than 20 Business Days in the aggregate, and (2) the Company shall, at the request of the Purchaser, to the extent permitted by applicable Law, adjourn the Company Stockholder Meeting to a date specified by the Purchaser and the Company (taking into account the time necessary to solicit proxies) if a quorum is absent at the Company Stockholder Meeting or if the Company has not received proxies representing a sufficient number holders of shares of Company Common Stock with a reasonable amount of time in advance of the Company Stockholder Meeting; (iv) Parent has so consented in writing; or (v) to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder ApprovalsApproval (provided that the Stockholder Meeting shall not be postponed or adjourned by more than 10 Business Days pursuant to this clause (v)). If requested by Parent in order to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval, the Company shall postpone or adjourn the meeting for up to 10 Business Days. Without the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed), the Company Stockholder Meeting will not be postponed or adjourned by more than 10 Business Days for each event giving rise to such a postponement or adjournment. In no event will the record date of the Company Stockholder Meeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless required by applicable Law.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing will be permitted to postpone or adjourning adjourn the Company Stockholder Meeting: Meeting if (i) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approvals; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iiiii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law Law, order or receives a request from the SEC or its staffSEC; or (iviii) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law to postpone or adjourn the Company Stockholder Meeting (including, if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is necessary under required by applicable Law to postpone or adjourn the Company Stockholder Meeting Law) in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including in connection by issuing a press release, filing materials with any Company Board Recommendation Change)the SEC or otherwise. Notwithstanding the foregoing, (1) the Company shall not, without Without the prior written consent of the PurchaserParent (which will not be unreasonably withheld, postpone conditioned or delayed), the Company Stockholder Meeting for will not be postponed or adjourned (A) by more than 20 Business Days in 10 days at a time; or (B) with respect to Section 6.4(b)(i), by more than 30 days after the aggregate, and (2) the Company shall, at the request of the Purchaser, to the extent permitted by applicable Law, adjourn date on which the Company Stockholder Meeting was (or was required to a be) originally scheduled or most recently convened. In no event will the record date specified by the Purchaser and the Company (taking into account the time necessary to solicit proxies) if a quorum is absent at of the Company Stockholder Meeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or if the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Stockholder Approvalsdelayed), unless required by applicable Law.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Company Stockholder Meeting: , and at the request of Parent, the Company shall postpone or adjourn, as applicable, the Company Stockholder Meeting, (i) to allow additional solicitation of votes in order to obtain the Requisite Stockholder ApprovalsApproval; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; provided, that, in the case of the foregoing clauses (i) or (ii), (x) such postponement or adjournment shall not occur more than two times or be for more than ten Business Days each and (y) in no event shall the record date of the Company Stockholder Meeting be changed, in each case, without Parent’s written consent (which shall not be unreasonably withheld, conditioned or delayed); (iii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law or receives a request from the SEC or its staff; staff or (iv) if to the Company Board (extent necessary to ensure that any supplement or a committee thereof) has determined in good faith (after consultation with outside legal counsel) amendment to the Proxy Statement that it is necessary under required by applicable Law to postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent is provided to the Company Stockholders or otherwise made available to for the amount of time required by Law in advance of the Company Stockholders Stockholder Meeting; provided, that, in the case of the foregoing clause (including in connection with any Company Board Recommendation Changeiv), such postponement or adjournment shall not be for more than five Business Days. Notwithstanding the foregoing, (1) the Company shall not, without Without the prior written consent of Parent, the Purchaser, postpone adoption of this Agreement shall be the only matter (other than matters of procedure and matters required by Law to be voted on by the Company Stockholder Meeting for more than 20 Business Days Stockholders in connection with the aggregate, and (2adoption of this Agreement) that the Company shall, at the request of the Purchaser, shall propose to the extent permitted be acted on by applicable Law, adjourn the Company Stockholder Meeting to a date specified by the Purchaser and the Company (taking into account the time necessary to solicit proxies) if a quorum is absent Stockholders at the Company Stockholder Meeting or if the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Stockholder ApprovalsMeeting.

Adjournment of Company Stockholder Meeting. Except as set forth in the immediately following sentence, the Company shall not adjourn or postpone the Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent (i) the Company from postponing or adjourning the Company Stockholder Meeting: (i) Meeting to allow solicit additional solicitation of votes in order if the Company has not received proxies sufficient to obtain the Requisite Stockholder Approvals; Approval or (ii) the Company from postponing or adjourning the Company Stockholder Meeting (A) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iiiB) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law or receives a request from the SEC or its staffStaff; or (ivC) if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) Parent, to the extent necessary to ensure that it any supplement or amendment to the Proxy Statement that is necessary under required by applicable Law is provided to the stockholders of the Company as required by Law; provided that (x) the Company may not postpone or adjourn the Company Stockholder Meeting on more than two (2) occasions or for more than two (2) months in order the aggregate pursuant to give clauses (i) and (ii) without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), (y) in no event shall the Company Stockholders sufficient time Stockholder Meeting be postponed or adjourned to evaluate any information or disclosure a date that the Company has sent is later than five (5) Business Days prior to the Company Stockholders or otherwise made available to the Company Stockholders Termination Date; and (including in connection with any Company Board Recommendation Change). Notwithstanding the foregoing, (1z) the Company shall not, without the prior written consent of the PurchaserParent (such consent not to be unreasonably withheld, postpone conditioned or delayed), the Company Stockholder Meeting for more than 20 Business Days in the aggregate, and (2) the Company shall, at the request of the Purchaser, to the extent permitted by applicable Law, adjourn the Company Stockholder Meeting to a date specified by the Purchaser and the Company (taking into account the time necessary to solicit proxies) if a quorum is absent at the Company Stockholder Meeting or if the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Stockholder Approvals.Stockholder

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Company Stockholder Meeting: Meeting (provided that the Company shall have consulted the Investor prior to such postponement or adjournment): (i) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approvals; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law or receives a request from the SEC or its staff; or (iv) if the Company Board (Board, or a any duly authorized committee thereof) , has determined in good faith (after consultation with outside legal counsel) that it is necessary under applicable Law to postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change)Stockholders. Notwithstanding the foregoing, (1A) the Company shall not, without the prior written consent of the PurchaserInvestor, postpone the Company Stockholder Meeting for more than 20 twenty (20) U.S. Business Days in the aggregate, and (2B) the Company shall, at the request of the PurchaserInvestor, to the extent permitted by applicable Law, adjourn the Company Stockholder Meeting to a date specified by the Purchaser Investor and the Company (taking into account the time necessary to solicit proxies) if a quorum is absent at the Company Stockholder Meeting or if the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Stockholder Approvals.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing may (and if requested by Parent on no more than two (2) occasions, shall for a reasonable period of time not to exceed ten (10) Business Days in the aggregate) postpone or adjourning adjourn the Company Stockholder Meeting: Meeting if (i) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approvals; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder MeetingMeeting (it being understood that the Company may not postpone or adjourn the Company Stockholder Meeting more than two times pursuant to this clause (i) without Parent’s prior written consent); (iiiii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law law, order or receives a request from the SEC or its staff; or (iviii) if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is necessary under required by applicable Law to postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including by filing materials with the SEC, in connection each case in accordance with any Company Board Recommendation Change)the terms of this Agreement. Notwithstanding the foregoingUnless this Agreement is validly terminated in accordance with Section 7.1, (1) the Company shall not, without the prior written consent of the Purchaser, postpone the Company Stockholder Meeting for more than 20 Business Days in the aggregate, and (2) the Company shall, at the request of the Purchaser, to the extent permitted by applicable Law, adjourn the Company Stockholder Meeting to a date specified by the Purchaser will submit this Agreement and the Company (taking into account the time necessary Merger to solicit proxies) if a quorum is absent its stockholders at the Company Stockholder Meeting or even if the Company Board (or a committee thereof) has not received proxies representing effected a sufficient number of shares of Company Common Stock to obtain the Requisite Stockholder ApprovalsBoard Recommendation Change.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Company Stockholder Meeting: Meeting if (i) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approvals; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder MeetingMeeting or to obtain the Requisite Stockholder Approval (it being understood that the Company may not postpone or adjourn the Company Stockholder Meeting more than two times pursuant to this clause (i) without Parent’s prior written consent); (iiiii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law law, order or receives a request from the SEC or its staff; or (iviii) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that is required by applicable law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholder Meeting. Unless this Agreement is validly terminated in accordance with Section 8.1, the Company will submit this Agreement to the Company Stockholders at the Company Stockholder Meeting for the purpose of obtaining the Requisite Stockholder Approval even if the Company Board (or a committee thereof) ), upon the recommendation of the Special Committee, has determined effected a Recommendation Change. If requested by Parent on up to two separate occasions in good faith (after consultation with outside legal counsel) that it is necessary under applicable Law order to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval, the Company shall postpone or adjourn the Company Stockholder Meeting in order meeting for up to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change)10 Business Days each such occasion. Notwithstanding the foregoing, (1) the Company shall not, without Without the prior written consent of the PurchaserParent (which will not be unreasonably withheld, postpone conditioned or delayed), the Company Stockholder Meeting for will not be postponed or adjourned by more than 20 10 Business Days in the aggregate, and (2) the Company shall, at the request of the Purchaser, for each event giving rise to the extent permitted by applicable Law, adjourn the Company Stockholder Meeting to such a date specified by the Purchaser and the Company (taking into account the time necessary to solicit proxies) if a quorum is absent at the Company Stockholder Meeting postponement or if the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Stockholder Approvalsadjournment.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing will be permitted to postpone or adjourning adjourn the Company Stockholder Meeting: Meeting if (i) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approvals; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iiiii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law Law, order or receives a request from the SEC SEC; (iii) the Company Board (or its staff; a committee thereof) has determined in good faith (after consultation with outside legal counsel) that such postponement or adjournment is required by applicable Law (iv) including, if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is necessary under required by applicable Law to postpone or adjourn the Company Stockholder Meeting Law) in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including in connection by issuing a press release, filing materials with any Company Board Recommendation Change)the SEC or otherwise. Notwithstanding Without the foregoingprior written consent of Parent, (1) the Company shall not, Stockholder Meeting will not be postponed or adjourned (A) by more than 10 calendar days at a time without the prior written consent of Parent; or (B) with respect to Section 6.4(b)(i), by more than 30 calendar days after the Purchaser, postpone date on which the Company Stockholder Meeting for more than 20 Business Days in was (or was required to be) originally scheduled. In no event will the aggregate, and (2) the Company shall, at the request record date of the Purchaser, to the extent permitted by applicable Law, adjourn the Company Stockholder Meeting to a date specified be changed without Parent’s prior written consent, unless required by the Purchaser and the Company (taking into account the time necessary to solicit proxies) if a quorum is absent at the Company Stockholder Meeting or if the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Stockholder Approvalsapplicable Law.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, but subject at all times to the requirement of the Company to duly call and hold the Company Stockholder Meeting as promptly as practicable for the purpose of obtaining the Company Stockholder Approval, nothing will prevent the Company from postponing or adjourning the Company Stockholder Meeting: Meeting (i) for up to ten Business Days, to allow additional solicitation of votes in order to obtain the Requisite Stockholder ApprovalsApproval; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law or receives a request from the SEC or its staff; or (iv) if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is necessary under applicable Law to postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change). Notwithstanding ) that, after consultation with Parent and outside legal counsel, the foregoing, (1) Company has determined is required by Law; provided that the Company shall not, without the prior written consent of the Purchaser, not be permitted to adjourn or postpone the Company Stockholder Meeting for more than 20 Business Days in the aggregate, and (2) the Company shall, at the request of the Purchaser, to the extent permitted by applicable Law, adjourn the Company Stockholder Meeting to a date specified after seven Business Days prior to the Termination Date. The Company shall, if requested by the Purchaser and the Company (taking into account the time necessary to solicit proxies) if a quorum is absent at Parent, postpone or adjourn the Company Stockholder Meeting (A) for the absence of a quorum or if the Company has not received proxies representing a sufficient number (B) to allow additional solicitation of shares of Company Common Stock votes in order to obtain the Requisite Stockholder ApprovalsApproval. The Company agrees that no matters will be brought before the Company Stockholder Meeting other than the adoption of this Agreement and any related and customary procedural matters.